Exhibit 10.3

                                EXECUTION COPY





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                     WACHOVIA BANK, NATIONAL ASSOCIATION,
                                  as Seller,



                                      and



                       POOLED AUTO SECURITIES SHELF LLC,
                                 as Purchaser





                       --------------------------------


                        RECEIVABLES PURCHASE AGREEMENT

                           Dated as of June 1, 2004

                       --------------------------------




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                               TABLE OF CONTENTS

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                                  ARTICLE ONE

                                  DEFINITIONS

<S>                                                                                        <C>
Section 1.01.  Definitions................................................................  1
Section 1.02.  Other Definitional Provisions..............................................  4


                                  ARTICLE TWO

                           CONVEYANCE OF RECEIVABLES

Section 2.01.  Sale and Conveyance of Receivables.........................................  6
Section 2.02.  Receivables Purchase Price; Payments on the Receivables....................  7
Section 2.03.  Transfer of Receivables....................................................  7
Section 2.04.  Examination of Receivable Files............................................  8
Section 2.05.  Expenses...................................................................  8


                                 ARTICLE THREE

                        REPRESENTATIONS AND WARRANTIES

Section 3.01.  Representations and Warranties of the Purchaser............................  9
Section 3.02.  Representations and Warranties of the Seller............................... 10
Section 3.03.  Representations and Warranties as to the Receivables....................... 12


                                 ARTICLE FOUR

                                  CONDITIONS

Section 4.01.  Conditions to Obligation of the Purchaser.................................. 19
Section 4.02.  Conditions to Obligation of the Seller..................................... 21


                                 ARTICLE FIVE

                            COVENANTS OF THE SELLER

Section 5.01.  Protection of Right, Title and Interest in, to and Under the
               Receivables................................................................ 22
Section 5.02.  Security Interests......................................................... 23
Section 5.03.  Delivery of Payments....................................................... 23
Section 5.04.  No Impairment.............................................................. 23
Section 5.05.  Costs and Expenses......................................................... 24
Section 5.06.  Hold Harmless.............................................................. 24


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                                  ARTICLE SIX

                                INDEMNIFICATION

Section 6.01.  Indemnification............................................................ 25


                                 ARTICLE SEVEN

                           MISCELLANEOUS PROVISIONS

Section 7.01.  Amendment.................................................................. 28
Section 7.02.  Termination................................................................ 28
Section 7.03.  GOVERNING LAW.............................................................. 28
Section 7.04.  Notices.................................................................... 28
Section 7.05.  Severability of Provisions................................................. 28
Section 7.06.  Further Assurances......................................................... 29
Section 7.07.  No Waiver; Cumulative Remedies............................................. 29
Section 7.08.  Counterparts............................................................... 29
Section 7.09.  Third-Party Beneficiaries.................................................. 29
Section 7.10.  Headings................................................................... 29
Section 7.11.  Representations, Warranties and Agreements to Survive...................... 29
Section 7.12.  No Proceedings............................................................. 29


                                   SCHEDULES

Schedule A - Receivables Schedule........................................................ SA-1
Schedule B - Location of Receivable Files................................................ SB-1


                                   EXHIBITS

Exhibit A - Bill of Sale and Assignment..................................................  A-1
Exhibit B - Secretary's Certificate of Wachovia Bank.....................................  B-1
Exhibit C - Opinion of Counsel for Wachovia Bank.........................................  C-1
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                        RECEIVABLES PURCHASE AGREEMENT

      This Receivables Purchase Agreement, dated as of June 1, 2004, is
between Wachovia Bank, National Association, a national banking association
("Wachovia Bank"), as seller (the "Seller"), and Pooled Auto Securities Shelf
LLC, a Delaware limited liability company ("PASS"), as purchaser (the
"Purchaser").

      WHEREAS, in the regular course of its business, the Seller purchases
certain motor vehicle retail installment sale contracts secured by new and
used motor vehicles (the "Receivables");

      WHEREAS, the Seller intends to convey all of its right, title and
interest in and to certain Receivables having an aggregate outstanding
principal balance of $2,002,714,605.98 as of the close of business on May 31,
2004 to the Purchaser and, concurrently with its purchase of the Receivables,
the Purchaser shall convey all of its right, title and interest in and to the
Receivables to Wachovia Auto Owner Trust 2004-A (the "Issuer") pursuant to the
sale and servicing agreement, dated as of June 1, 2004, among the Issuer,
PASS, as depositor (in such capacity, the "Depositor"), and Wachovia Bank, as
Seller and as servicer (in such capacity, the "Servicer"); and

      WHEREAS, the Seller and the Purchaser wish to set forth the terms
pursuant to which the Receivables are to be sold by the Seller to the
Purchaser.

      NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as
follows:

                                  ARTICLE ONE

                                  DEFINITIONS

      Section 1.01. Definitions. Whenever used in this Agreement, the
following words and phrases shall have the following meanings:

      "Agreement" means this Receivables Purchase Agreement.

      "Basic Documents" has the meaning specified in the Sale and Servicing
Agreement.

      "Bill of Sale" means the Bill of Sale and Assignment substantially in
the form attached hereto as Exhibit A.

      "Certificateholder" has the meaning specified in the Trust Agreement.

      "Class A Note" has the meaning specified in the Indenture.

      "Class C Final Scheduled Distribution Date" has the meaning specified in
the Indenture.


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      "Closing Date" has the meaning specified in the Indenture.

      "Collateral Term Sheet" has the meaning specified in the Underwriting
Agreement.

      "Commission" has the meaning specified in the Sale and Servicing
Agreement.

      "Computational Materials" has the meaning specified in the Underwriting
Agreement.

      "Contract Rate" has the meaning specified in the Sale and Servicing
Agreement.

      "Cutoff Date" has the meaning specified in the Sale and Servicing
Agreement.

      "Dealer Recourse" has the meaning specified in the Sale and Servicing
Agreement.

      "DTC" means The Depository Trust Company.

      "Exchange Act" has the meaning specified in the Indenture.

      "FDIC Rule" means 12 C.F.R. Section 360.6.

      "Indenture" means the indenture, dated as of June 1, 2004, between the
Issuer and the Indenture Trustee.

      "Indenture Trustee" has the meaning specified in the Indenture.

      "Issuer" has the meaning specified in the recitals.

      "Lien" has the meaning specified in the Sale and Servicing Agreement.

      "Liquidation Proceeds" has the meaning specified in the Sale and
Servicing Agreement.

      "Moody's" has the meaning specified in the Indenture.

      "Note Balance" has the meaning specified in the Indenture.

      "Noteholders" has the meaning specified in the Indenture.

      "Notes" has the meaning specified in the Indenture.

      "Obligor" has the meaning specified in the Sale and Servicing Agreement.

      "Owner Trustee" has the meaning specified in the Trust Agreement.

      "PASS" has the meaning specified in the preamble.

      "PASS Holding" means PASS Holding LLC.


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      "Preliminary Prospectus" means the preliminary prospectus supplement,
dated June 14, 2004, and the prospectus, dated June 15, 2004, of the Purchaser
relating to the public offering by the Purchaser of the Underwritten Notes.

      "Prospectus" means the prospectus supplement, dated June 15, 2004, and
the prospectus, dated June 15, 2004, of the Purchaser relating to the public
offering by the Purchaser of the Underwritten Notes.

      "Purchaser" means PASS, in its capacity as purchaser of the Receivables
under this Agreement, and its successors in such capacity.

      "Receivable" means each motor vehicle retail installment sale contract
sold by the Seller to the Purchaser pursuant to this Agreement and identified
on the Receivables Schedule.

      "Receivable Files" has the meaning specified in the Sale and Servicing
Agreement.

      "Receivables Purchase Price" means $2,002,714,605.98.

      "Receivables Schedule" means the schedule of Receivables attached as
Schedule A.

      "Recoveries" has the meaning specified in the Sale and Servicing
Agreement.

      "Representative" means Wachovia Capital Markets, LLC, as representative
of the Underwriters.

      "Reserve Fund" has the meaning specified in Sale and Servicing
Agreement.

      "Reserve Fund Initial Deposit" has the meaning specified in Sale and
Servicing Agreement.

      "Sale and Servicing Agreement" means the sale and servicing agreement,
dated as of June 1, 2004, among the Issuer, the Depositor, the Seller and the
Servicer.

      "Securities" means the Notes and the Certificates.

      "Securities Act" has the meaning specified in the Indenture.

      "Securityholders" has the meaning specified in the Sale and Servicing
Agreement.

      "Seller" means Wachovia Bank, in its capacity as seller of the
Receivables under this Agreement, and its successors in such capacity.

        "Seller Information" means the information set forth in the Prospectus
under the headings "Summary - Seller and Servicer", "Risk Factors - Geographic
concentration may result in more risk to you", "The Receivables Pool", "The
Seller" and "Material Legal Issues Relating to the Receivables".

      "Servicer" has the meaning specified in the Sale and Servicing
Agreement.


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      "Standard & Poor's" has the meaning specified in the Indenture.

      "State" has the meaning specified in the Indenture.

      "Structural Term Sheet" has the meaning specified in the Underwriting
Agreement.

      "Trust Agreement" means the amended and restated trust agreement, dated
as of June 1, 2004, between the Depositor and the Owner Trustee.

      "Trustee" means either the Owner Trustee or the Indenture Trustee, as
the context requires.

      "UCC" has the meaning specified in the Indenture.

      "Underwriters" means the underwriters named in Schedule A to the
Underwriting Agreement.

      "Underwriting Agreement" means the underwriting agreement, dated June
15, 2004, between PASS and the Representative.

      "Underwritten Notes" means the Class A Notes.

      "Wachovia Bank" has the meaning specified in the Sale and Servicing
Agreement.

      "Yield Supplement Account" has the meaning specified in the Sale and
Servicing Agreement.

      "Yield Supplement Account Initial Deposit" has the meaning specified in
the Sale and Servicing Agreement.

      Section 1.02. Other Definitional Provisions.

      (a) Capitalized terms used herein that are not otherwise defined shall
have the meanings ascribed thereto in the Indenture or the Sale and Servicing
Agreement, as the case may be.

      (b) With respect to all terms in this Agreement, unless the context
otherwise requires: (i) a term has the meaning assigned to it; (ii) an
accounting term not otherwise defined has the meaning assigned to it in
accordance with generally accepted accounting principles as in effect from
time to time in the United States; (iii) "or" is not exclusive; (iv)
"including" means including without limitation; (v) words in the singular
include the plural and words in the plural include the singular; (vi) any
agreement, document, instrument or statute defined or referred to herein or in
any instrument or certificate delivered in connection herewith means such
agreement, instrument or statute as from time to time amended, modified or
supplemented and includes (in the case of agreements or instruments)
references to all attachments thereto and instruments incorporated therein;
(vii) references to a Person are also to its successors and permitted assigns;
(viii) the words "hereof," "herein" and "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole
and not to any


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particular provision of this Agreement; (ix) Section, subsection, Schedule and
Exhibit references contained in this Agreement are references to Sections,
subsections, Schedules and Exhibits in or to this Agreement unless otherwise
specified; (x) references to "writing" include printing, typing, lithography
and other means of reproducing words in a visible form; and (xi) the term
"proceeds" has the meaning set forth in the applicable UCC.


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                                  ARTICLE TWO

                           CONVEYANCE OF RECEIVABLES

      Section 2.01. Sale and Conveyance of Receivables.

      (a) The Seller hereby sells, transfers, assigns, sets over and otherwise
conveys to the Purchaser, and the Purchaser hereby purchases from the Seller,
without recourse (subject to the Seller's obligations hereunder), all of the
right, title and interest of the Seller in, to and under, whether now owned or
existing or hereafter acquired or arising, the following:

            (i) the Receivables listed in the Receivables Schedule;

            (ii) all amounts due and collected on or in respect of the
      Receivables (including proceeds of the repurchase of Receivables by the
      Seller pursuant to Section 3.03(c)) after the Cutoff Date;

            (iii) the security interests in the Financed Vehicles granted by
      the Obligors pursuant to the Receivables;

            (iv) all proceeds from claims on or refunds of premiums of any
      physical damage or theft insurance policies and extended warranties
      covering the Financed Vehicles and any proceeds or refunds of premiums
      of any credit life or credit disability insurance policies relating to
      the Receivables, the Financed Vehicles or the Obligors;

            (v) the Receivable Files;

            (vi) any proceeds of Dealer Recourse;

            (vii) the right to realize upon any property (including the right
      to receive future Liquidation Proceeds and Recoveries) that shall have
      secured a Receivable and have been repossessed by or on behalf of the
      Issuer; and

            (viii) all present and future claims, demands, causes of action
      and choses in action in respect of any or all of the foregoing and all
      payments on or under and all proceeds of every kind and nature
      whatsoever in respect of any or all of the foregoing, including all
      proceeds of the conversion thereof, voluntary or involuntary, into cash
      or other liquid property, all cash proceeds, accounts, accounts
      receivable, notes, drafts, acceptances, chattel paper, checks, deposit
      accounts, insurance proceeds, condemnation awards, rights to payment of
      any and every kind and other forms of obligations and receivables,
      instruments and other property which at any time constitute all or part
      of or are included in the proceeds of any of the foregoing.

      (b) In connection with the foregoing conveyance, the Seller further
agrees, at its own expense, on or prior to the Closing Date to (i) annotate
and indicate in its books, records, and computer files that the Receivables
have been sold and transferred to the Purchaser pursuant to this Agreement,
(ii) deliver to the Purchaser a computer file or printed or microfiche list of
the Receivables Schedule containing a true and complete list of the
Receivables, identified by


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account number and by the Principal Balance as of the Cutoff Date, which file
or list shall be marked as Schedule A and is hereby incorporated into and made
a part of this Agreement and (iii) deliver or cause to be delivered the
Receivable Files to or upon the order of the Purchaser.

      (c) The parties hereto intend that the conveyance of the Receivables and
related property hereunder be a sale and not a loan. In the event that the
conveyance hereunder is for any reason not considered a sale, including in the
event of an insolvency proceeding with respect to the Seller or any of the
Seller's properties, the Seller hereby grants to the Purchaser a first
priority perfected security interest in all of the Seller's right, title and
interest in, to and under the Receivables, and all other property conveyed
hereunder and all proceeds of the foregoing. The parties intend that this
Agreement constitute a security agreement under applicable law. Such grant is
made to secure the payment of all amounts payable hereunder, including the
Receivables Purchase Price. If such conveyance is for any reason considered to
be a loan and not a sale, the Seller consents to the Purchaser transferring
such security interest in favor of the Indenture Trustee and transferring the
obligation secured thereby to the Indenture Trustee.

      (d) The Seller and the Purchaser intend that the (i) FDIC Rule shall
apply to the transactions contemplated by this Agreement and the other Basic
Documents and (ii) transactions contemplated by this Agreement and the other
Basic Documents, taken as a whole, constitute a "securitization" within the
meaning of the FDIC Rule.

      Section 2.02. Receivables Purchase Price; Payments on the Receivables.

      (a) On the Closing Date, in exchange for the Receivables and other
assets described in Section 2.01(a), the Purchaser shall pay the Seller the
Receivables Purchase Price. The Purchaser shall pay the Seller
$1,966,390,092.07 of the Receivables Purchase Price in cash or immediately
available funds. The remainder of the Receivables Purchase Price shall be paid
by crediting the Seller with a contribution to the capital of the Purchaser.
The Purchaser, as set forth in the Sale and Servicing Agreement, shall
deposit, from funds it receives from the sale of the Notes, the (i) Reserve
Fund Initial Deposit into the Reserve Fund and (ii) Yield Supplement Account
Initial Deposit into the Yield Supplement Account, each of which amount shall
be an asset of the Issuer. PASS Holding shall receive and shall be the Holder
of, the Certificates.

      (b) The Purchaser shall be entitled to, and shall convey such right to
the Issuer pursuant to the Sale and Servicing Agreement, all amounts due and
collected on or in respect of the Receivables received after the Cutoff Date.

      Section 2.03. Transfer of Receivables. Pursuant to the Sale and
Servicing Agreement, the Purchaser will assign all of its right, title and
interest in, to and under the Receivables and other assets described in
Section 2.01(a) to the Issuer. The parties hereto acknowledge that the Issuer
will pledge its rights in, to and under the Receivables and other assets
described in Section 2.01(a) to the Indenture Trustee pursuant to the
Indenture. The Purchaser shall have the right to assign its interest under
this Agreement as may be required to effect the purposes of the Sale and
Servicing Agreement, without the consent of the Seller, and the Issuer as
assignee shall succeed to the rights hereunder of the Purchaser.


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      Section 2.04. Examination of Receivable Files. The Seller will make the
Receivable Files available to the Purchaser or its agent for examination at
the Seller's offices or such other location as otherwise shall be agreed upon
by the Purchaser and the Seller.

      Section 2.05. Expenses. The Seller will reimburse the Purchaser for
certain of the expenses of the Purchaser in connection with the issuance and
delivery of the Securities and sale of the Notes, including: (i) expenses
incident to the printing, reproducing and distributing of the Preliminary
Prospectus and the Prospectus, (ii) any fees charged by Moody's and Standard &
Poor's in connection with the rating of the Notes, (iii) the fees of DTC in
connection with the book-entry registration of the Notes, (iv) the reasonable
expenses incurred by the Purchaser in connection with the initial
qualification of the Underwritten Notes for sale under the laws of such
jurisdictions in the United States as the Purchaser or the Representative may
designate, (v) the fees and disbursements of the Trustees and their respective
counsel, (vi) the fees and disbursements of Sidley Austin Brown & Wood LLP,
counsel to the Purchaser and to the Underwriters, in connection with the
purchase of the Receivables hereunder and the issuance and delivery of the
Securities and sale of the Underwritten Notes and (vii) the SEC registration
fee in the amount equal to the sum of the product of (a) (1) 0.00008090 and
(2) $993,037,000 and (b) (1) 0.00012670 and (2) $1,006,963,000.


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                                 ARTICLE THREE

                        REPRESENTATIONS AND WARRANTIES

Section 3.01. Representations and Warranties of the Purchaser. The Purchaser
hereby represents and warrants to the Seller as of the date of this Agreement
and as of the Closing Date that:

            (a) Organization and Good Standing. The Purchaser has been duly
      organized and is validly existing as a limited liability company in good
      standing under the laws of the State of Delaware, with power and
      authority to own its properties and to conduct its business as such
      properties are currently owned and such business is presently conducted,
      and had at all relevant times, and has, power, authority and legal right
      to acquire, own and purchase the Receivables.

            (b) Due Qualification. The Purchaser is duly qualified to do
      business as a foreign limited liability company in good standing and has
      obtained all necessary licenses and approvals in each jurisdiction in
      which the failure to so qualify or to obtain such licenses and approvals
      would, in the reasonable judgment of the Purchaser, materially and
      adversely affect the performance by the Purchaser of its obligations
      under, or the validity or enforceability of, this Agreement.

            (c) Power and Authority. The Purchaser has the power and authority
      to execute and deliver, and perform its obligations under, this
      Agreement and each other Basic Document to which it is a party. The
      Purchaser has full power and authority to sell and assign the property
      listed in Section 2.01(a) that it is acquiring from the Seller and shall
      sell and assign to and deposit with the Issuer such property and shall
      duly authorize such sale and assignment by all necessary limited
      liability company action; and the execution, delivery and performance of
      this Agreement and each other Basic Document to which the Purchaser is a
      party has been duly authorized by the Purchaser by all necessary limited
      liability company action.

            (d) No Violation. The execution, delivery and performance by the
      Purchaser of this Agreement and of the purchase of the Receivables and
      the consummation of the transactions contemplated hereby and by each
      other Basic Document to which it is a party and the fulfillment of the
      terms hereof and thereof will not conflict with, result in any breach of
      any of the terms and provisions of, nor constitute (with or without
      notice or lapse of time or both) a default under, the certificate of
      formation or limited liability company agreement of the Purchaser, nor
      conflict with or violate any of the material terms or provisions of, or
      constitute (with or without notice or lapse of time or both) a default
      under, any indenture, agreement or other instrument to which the
      Purchaser is a party or by which it shall be bound; nor result in the
      creation or imposition of any Lien upon any of its properties pursuant
      to the terms of any such indenture, agreement or other instrument (other
      than liens created by this Agreement and the other Basic Documents); nor
      violate any law or, to the Purchaser's knowledge, any order, rule or
      regulation applicable to the Purchaser of any court or of any federal or
      State regulatory body, administrative agency or other governmental
      instrumentality having jurisdiction over the


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      Purchaser or its properties, which breach, default, conflict, Lien or
      violation would have a material adverse effect on the earnings, business
      affairs or business prospects of the Purchaser or on the ability of the
      Purchaser to perform its obligations under this Agreement.

            (e) No Proceedings. There are no proceedings or investigations
      pending, or to the Purchaser's knowledge, threatened against the
      Purchaser, before any court, regulatory body, administrative agency or
      other governmental instrumentality having jurisdiction over the
      Purchaser or its properties: (i) asserting the invalidity of this
      Agreement or any other Basic Document to which it is a party, (ii)
      seeking to prevent the issuance and delivery of the Securities, the sale
      of the Notes or the consummation of any of the transactions contemplated
      by this Agreement or any other Basic Document to which the Purchaser is
      a party or (iii) seeking any determination or ruling that might
      materially and adversely affect the performance by the Purchaser of its
      obligations under, or the validity or enforceability of, this Agreement
      or any other Basic Document to which it is a party.

      Section 3.02. Representations and Warranties of the Seller. The Seller
hereby represents and warrants to the Purchaser as of the date of this
Agreement and as of the Closing Date that:

            (a) Organization and Good Standing. The Seller has been duly
      organized and is validly existing as a national banking association
      under the laws of the United States and continues to hold a valid
      certificate to do business as such, and has the power to own its assets
      and to transact the business in which it is currently engaged. The
      Seller is duly authorized to transact business and has obtained all
      necessary licenses and approvals, and is in good standing in each
      jurisdiction in which the character of the business transacted by it or
      any properties owned or leased by it requires such authorization.

            (b) Power and Authority. The Seller has the power and authority to
      execute and deliver and perform its obligations under this Agreement and
      each other Basic Document to which the Seller is a party, and the
      execution, delivery and performance of this Agreement and each other
      Basic Document to which the Seller is a party has been duly authorized
      by the Seller. When executed and delivered, this Agreement and the other
      Basic Documents to which the Seller is a party will constitute legal,
      valid and binding obligations of the Seller enforceable in accordance
      with their respective terms, except that such enforceability may be
      subject to bankruptcy, insolvency, reorganization, moratorium,
      fraudulent conveyance, fraudulent transfer and other similar laws
      relating to or affecting creditors generally, and creditors of national
      banking associations and financial institutions the accounts of which
      are insured by the Federal Deposit Insurance Corporation in particular,
      and to general equitable principles (regardless of whether considered in
      a proceeding in equity or at law), including concepts of commercial
      reasonableness, good faith and fair dealing and the possible
      unavailability of specific performance or injunctive relief.

            (c) No Violation. The execution, delivery and performance by the
      Seller of this Agreement and the sale of the Receivables, the
      consummation of the transactions contemplated hereby and by each other
      Basic Document to which it is a party and the fulfillment of the terms
      hereof and thereof will not conflict with, result in a breach of any


                                      10
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      of the terms and provisions of, or constitute (with or without notice or
      lapse of time or both) a default under, its articles of incorporation or
      bylaws, nor conflict with or violate any of the material terms or
      provisions of, or constitute (with or without notice or lapse of time or
      both) a default under, any indenture, agreement or other instrument to
      which it is a party or by which it shall be bound; nor result in the
      creation or imposition of any Lien upon any of its properties pursuant
      to the terms of any such indenture, agreement or other instrument (other
      than this Agreement); nor violate any law or, to its knowledge, any
      order, rule or regulation applicable to it of any court or of any
      federal or State regulatory body, administrative agency or other
      governmental instrumentality having jurisdiction over it or its
      properties, which breach, default, conflict, Lien or violation would
      have a material adverse effect on the Seller's earnings, business
      affairs or business prospects or on the ability of the Seller to perform
      its obligations under this Agreement.

            (d) No Proceedings. There are no proceedings or investigations
      pending or, to the Seller's knowledge, threatened against the Seller
      before any court, regulatory body, administrative agency or other
      governmental instrumentality having jurisdiction over the Seller or its
      properties (i) asserting the invalidity of this Agreement or any other
      Basic Document to which the Seller is a party, (ii) seeking to prevent
      the issuance and delivery of the Securities, the sale of the Notes or
      the consummation of any of the transactions contemplated by this
      Agreement or any other Basic Document to which the Seller is a party or
      (iii) seeking any determination or ruling that might materially and
      adversely affect the performance by the Seller of its obligations under,
      or the validity or enforceability of, this Agreement or any other Basic
      Document to which the Seller is a party.

            (e) Principal Executive Office. The chief executive office of the
      Seller is One Wachovia Center, 301 South College Street, Charlotte,
      North Carolina 28288.

            (f) No Consents. The Seller is not required to obtain the consent
      of any other party or any consent, license, approval, registration,
      authorization, or declaration of or with any governmental authority,
      bureau or agency in connection with the execution, delivery,
      performance, validity, or enforceability of this Agreement or any other
      Basic Document to which it is a party that has not already been
      obtained.

            (g) Other Information. No certificate of an officer, statement or
      document furnished in writing or report delivered pursuant to the terms
      hereof by the Seller contains any untrue statement of a material fact or
      omits to state any material fact necessary to make the certificate,
      statement, document or report not misleading.

            (h) Solvency. The sale of the Receivables to the Purchaser is not
      being made with any intent to hinder, delay or defraud any of its
      creditors. The Seller is not insolvent, nor will the Seller be made
      insolvent by the transfer of the Receivables, nor does the Seller
      anticipate any pending insolvency.

            (i) Official Record. This Agreement is and shall remain at all
      times prior to the termination hereof an official record of the Seller
      as referred to in Section 13(e) of the Federal Deposit Insurance Act, as
      amended by 12 U.S.C. Section 1823(e).


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            (j) Prospectus. As of the date of the Prospectus and as of the
      Closing Date, the Seller Information does not include an untrue
      statement of a material fact or omit to state a material fact necessary
      in order to make the statements therein, in the light of the
      circumstances under which they were made, not misleading.

      Section 3.03. Representations and Warranties as to the Receivables.

      (a) Eligibility of Receivables. The Seller makes the following
representations and warranties with respect to the Receivables, on which the
Purchaser relies in accepting the Receivables and in transferring the
Receivables to the Issuer under the Sale and Servicing Agreement and on which
the Issuer relies in pledging the same to the Indenture Trustee pursuant to
the Indenture. Such representations and warranties speak as of the execution
and delivery of this Agreement and as of the Cutoff Date, but shall survive
the sale, transfer and assignment of the Receivables to the Purchaser, the
subsequent sale, transfer and assignment of the Receivables by the Purchaser
to the Issuer pursuant to the Sale and Servicing Agreement and the pledge of
the Receivables by the Issuer to the Indenture Trustee pursuant to the
Indenture.

            (i) Characteristics of Receivables. Each Receivable (A) was
      originated in the United States by a Dealer located in the United States
      for the retail sale of a Financed Vehicle in the ordinary course of the
      applicable Dealer's business in accordance with the Seller's credit
      policies as of the date of origination or acquisition of the related
      Receivable, is payable in United States dollars, has been fully and
      properly executed by the parties thereto, has been purchased by the
      Seller from such Dealer under an existing Dealer Agreement (or approved
      form of assignment) and has been validly assigned by such Dealer to the
      Seller, (B) has created a valid, subsisting and enforceable first
      priority security interest in favor of the Seller in the Financed
      Vehicle, which security interest shall be perfected and prior to any
      other interest in such Financed Vehicle, and which security interest is
      assignable by the Seller and reassignable by the assignee, (C) contains
      customary and enforceable provisions such that the rights and remedies
      of the holder thereof are adequate for realization against the
      collateral of the benefits of the security, (D) shall, except as
      otherwise provided in the Sale and Servicing Agreement, provide for
      level Monthly Payments (provided that the payment in the first or last
      month in the life of the Receivable may be minimally different from the
      level payment) that fully amortize the Amount Financed over its original
      term and shall provide for a finance charge or shall yield interest at
      its Contract Rate, (E) is a Simple Interest Receivable, (F) is due from
      an Obligor with a mailing addresses within the United States or its
      territories, (G) to the best of the Seller's knowledge, is due from an
      Obligor who is a natural person and (H) to the best of the Seller's
      knowledge, is not assumable by another person in a manner which would
      release the Obligor thereof from such Obligor's obligations to the
      Seller with respect to such Receivable.

            (ii) Receivables Schedule. The information set forth in the
      Receivables Schedule shall be true and correct in all material respects
      as of the close of business on the Cutoff Date, and the Receivables were
      selected (a) from those motor vehicle receivables of the Seller which
      met the selection criteria set forth in this Agreement and (b) using
      selection procedures, believed by the Seller, not to be adverse to the
      Noteholders.


                                      12
<PAGE>


            (iii) Compliance with Law. Each Receivable complied at the time it
      was originated or made, and at the Closing Date complies, in all
      material respects with all requirements of applicable federal, State
      and, to the best knowledge of the Seller, local laws, rulings and
      regulations thereunder (including usury laws).

            (iv) Binding Obligation. Each Receivable represents the genuine,
      legal, valid and binding payment obligation in writing of the related
      Obligor, enforceable by the holder thereof in accordance with its terms,
      except (A) as enforceability thereof may be limited by bankruptcy,
      insolvency, reorganization or similar laws affecting the enforcement of
      creditors' rights generally and by equitable limitations on the
      availability of specific remedies, regardless of whether such
      enforceability is considered in a proceeding in equity or at law and (B)
      as such Receivable may be modified by the application after the Cutoff
      Date of the Servicemembers Civil Relief Act or by any similar applicable
      State law.

            (v) No Government Obligor. No Receivable is due from the United
      States or any State or any agency, department, subdivision or
      instrumentality thereof.

            (vi) Obligor Bankruptcy. To the best of the Seller's knowledge, at
      the Cutoff Date, no Obligor is the subject of a bankruptcy proceeding.

            (vii) Security Interest in Financed Vehicles. Immediately prior to
      the transfer of the Receivables by the Seller to the Depositor, each
      Receivable was secured by a valid, binding and enforceable first
      priority perfected security interest in favor of the Seller in the
      related Financed Vehicle, which security interest has been validly
      assigned by the Seller to the Depositor. The Servicer has received, or
      will receive within 180 days after the Closing Date, the original
      certificate of title for each Financed Vehicle (other than any Financed
      Vehicle that is subject to a certificate of title statute or motor
      vehicle registration law that does not require that the original
      certificate of title for such Financed Vehicle be delivered to the
      Seller).

            (viii) Receivables in Force. No Receivable shall have been
      satisfied, subordinated or rescinded, nor shall any Financed Vehicle
      have been released in whole or in part from the Lien granted by the
      related Receivable.

            (ix) No Waivers. No provision of a Receivable shall have been
      waived in such a manner that such Receivable fails to meet all of the
      other representations and warranties made by the Seller herein with
      respect thereto.

            (x) No Amendments. No Receivable shall have been amended or
      modified in such a manner that the total number of Monthly Payments has
      been increased or decreased or that the related Amount Financed has been
      increased or decreased or that such Receivable fails to meet all of the
      other representations and warranties made by the Seller herein with
      respect thereto.

            (xi) No Defenses. No Receivable is subject to any right of
      rescission, setoff, counterclaim or defense, including the defense of
      usury, and the operation of any of the terms of any Receivable, or the
      exercise of any right thereunder, will not render such


                                      13
<PAGE>


      Receivable unenforceable in whole or in part or subject to any right of
      rescission, setoff, counterclaim or defense, including the defense of
      usury, and the Seller has not received written notice of the assertion
      with respect to any Receivable of any such right of rescission, setoff,
      counterclaim or defense.

            (xii) No Liens. No Liens or claims shall have been filed,
      including Liens for work, labor or materials or for unpaid local, State
      or federal taxes relating to any Financed Vehicle that shall be prior
      to, or equal or coordinate with, the security interest in such Financed
      Vehicle granted by the related Receivable.

            (xiii) No Defaults; Repossessions. Except for payment defaults
      that, as of the Cutoff Date, have been continuing for a period of not
      more than 30 days, no default, breach or violation under the terms of
      any Receivable shall have occurred as of the Cutoff Date and no
      continuing condition that with notice or the lapse of time or both would
      constitute a default, breach or violation under the terms of any
      Receivable shall have arisen; and the Seller shall not have waived any
      of the foregoing except as otherwise permitted hereunder. On or prior to
      the Cutoff Date, no Financed Vehicle has been repossessed.

            (xiv) Insurance. Each Receivable requires the related Obligor to
      obtain physical damage insurance covering the related Financed Vehicle
      and to maintain such insurance.

            (xv) Title. It is the intention of the Seller that the transfers
      and assignments herein contemplated constitute a sale of the Receivables
      from the Seller to the Purchaser and that the beneficial interest in and
      title to the Receivables not be part of the debtor's estate in the event
      of the appointment of a receiver or conservator for the Seller under any
      receivership, bankruptcy law, insolvency or banking law; no Receivable
      has been sold, transferred, assigned or pledged by the Seller to any
      Person other than the Purchaser, and no provision of a Receivable shall
      have been waived, except as provided in clause (ix) above; immediately
      prior to the transfer and assignment herein contemplated, the Seller had
      good and marketable title to each Receivable free and clear of all Liens
      and rights of others, except for Liens that shall be released on or
      before the Closing Date; immediately upon the transfer and assignment
      thereof, the Purchaser shall have good and marketable title to each
      Receivable, free and clear of all Liens and rights of others; and the
      transfer and assignment herein contemplated has been perfected under the
      UCC.

            (xvi) Security Interest Matters. This Agreement creates a valid
      and continuing "security interest" (as defined in the UCC) in the
      Receivables in favor of the Depositor, which security interest is prior
      to all other Liens and is enforceable as such as against creditors of
      and purchasers from the Seller. With respect to each Receivable, the
      Seller has taken all steps necessary to perfect its security interest
      against the related Obligor in the related Financed Vehicle. The
      Receivables constitute "tangible chattel paper" (as defined in the UCC).
      The Seller has caused or will cause prior to the Closing Date the filing
      of all appropriate financing statements in the proper filing offices in
      the appropriate jurisdictions under applicable law necessary to perfect
      the security interest in the Receivables granted to the Depositor under
      the Receivables Purchase Agreement. Other than the security interest
      granted to the Depositor under the Receivables Purchase


                                      14
<PAGE>


      Agreement, the Seller has not pledged, assigned, sold, granted a
      security interest in or otherwise conveyed any of the Receivables. The
      Seller has not authorized the filing of and is not aware of any
      financing statements against the Seller that include a description of
      collateral covering the Receivables other than any financing statement
      relating to the security interest granted to the Depositor under the
      Sale and Servicing Agreement or that has been terminated. The motor
      vehicle retail installment sale contracts that constitute or evidence
      the Receivables do not have any marks or notations indicating that they
      have been pledged, assigned or otherwise conveyed to any Person other
      than the Depositor, the Issuer or the Indenture Trustee. The Seller is
      not aware of any judgment or tax lien filings against the Seller.

            (xvii) Financing Statements. All financing statements filed or to
      be filed against the Seller in favor of the Issuer (as assignee of the
      Depositor) contain a statement substantially to the following effect: "A
      purchase of or security interest in any collateral described in this
      financing statement will violate the rights of the Issuer." All
      financing statements filed or to be filed against the Seller in favor of
      the Indenture Trustee (as assignee of the Issuer) contain a statement
      substantially to the following effect: "A purchase of or security
      interest in any collateral described in this financing statement will
      violate the rights of the Indenture Trustee."

            (xviii) Lawful Assignment. No Receivable has been originated in,
      or is subject to the laws of, any jurisdiction under which the sale,
      transfer, assignment and conveyance of such Receivable under this
      Agreement or the Sale and Servicing Agreement or the pledge of such
      Receivables hereunder or under the Indenture is unlawful, void or
      voidable or under which such Receivable would be rendered void or
      voidable as a result of any such sale, transfer, assignment, conveyance
      or pledge. The Seller has not entered into any agreement with any
      account debtor that prohibits, restricts or conditions the assignment of
      the Receivables.

            (xix) All Filings Made. All filings (including UCC filings)
      necessary in any jurisdiction to give the Purchaser, the Issuer and the
      Indenture Trustee a first priority security interest in the Receivables
      shall have been made or will be made on the Closing Date.

            (xx) One Original. There shall be only one original executed copy
      of each Receivable.

            (xxi) Location of Receivable Files. Each Receivable File shall be
      kept at one of the locations listed in Schedule B.

            (xxii) Custodial Agreements. Immediately prior to the transfer of
      the Receivables by the Seller to the Purchaser, the Seller, an Affiliate
      of the Seller or an agent on behalf of the Seller had possession of the
      Receivable Files and there were no, and there will not be, any custodial
      agreements in effect affecting the right or ability of the Seller to
      make, or cause to be made, any delivery required under this Agreement.


                                      15
<PAGE>


            (xxiii) Bulk Transfer Laws. The transfer of the Receivables and
      the Receivable Files by the Seller to the Purchaser pursuant to this
      Agreement is not subject to the bulk transfer laws or any similar
      statutory provisions in effect in any applicable jurisdiction.

            (xxiv) Principal Balance. Each Receivable had an original
      Principal Balance of not more than $98,113.77 and a remaining Principal
      Balance as of the Cutoff Date of not less than $501.25.

            (xxv) New and Used Vehicles. As of the Cutoff Date, approximately
      65.92% of the Pool Balance related to Receivables secured by new
      Financed Vehicles and approximately 34.08% of the Pool Balance related
      to Receivables secured by used Financed Vehicles.

            (xxvi) Origination. Each Receivable was originated after December
      31, 1998.

            (xxvii) Original Term to Maturity. Each Receivable had an original
      term to maturity of not more than 72 months and not less than 18 months
      and a remaining term to maturity as of the Cutoff Date of not more than
      67 months and not less than 11 months.

            (xxviii) Weighted Average Remaining Term to Maturity. As of the
      Cutoff Date, the weighted average remaining term to maturity of the
      Receivables was approximately 48.59 months.

            (xxix) Annual Percentage Rate. Each Receivable has an Contract
      Rate of at least 2.50% and not more than 11.99%.

            (xxx) Simple Interest Method. All payments with respect to the
      Receivables have been allocated consistently in accordance with the
      Simple Interest Method.

            (xxxi) Marking Records. As of the Closing Date, the Seller will
      have caused its computer and accounting records relating to each
      Receivable to be marked to show that the Receivables have been sold to
      the Purchaser by the Seller and transferred and assigned by the
      Purchaser to the Issuer in accordance with the terms of the Sale and
      Servicing Agreement and pledged by the Issuer to the Indenture Trustee
      in accordance with the terms of the Indenture.

            (xxxii) Chattel Paper. Each Receivable constitutes "tangible
      chattel paper" within the meaning of the UCC as in effect in the State
      of origination; provided, however, that upon satisfaction of the Rating
      Agency Condition, a Receivable may constitute "electronic chattel paper"
      within the meaning of the UCC as in effect in the State of origination.

            (xxxiii) Final Scheduled Distribution Date. No Receivable has a
      final scheduled payment date later than six months prior to the Class C
      Final Scheduled Distribution Date.

            (xxxiv) No Fleet Sales. None of the Receivables have been included
      in a "fleet" sale (i.e., a sale to any single Obligor of more than eight
      Financed Vehicles).


                                      16
<PAGE>


            (xxxv) No Fraud or Misrepresentation. Each Receivable that was
      originated by a Dealer and was sold by the Dealer to the Seller, to the
      best of the Seller's knowledge, was so originated and sold without fraud
      or misrepresentation on the part of such Dealer in either case.

            (xxxvi) No Impairment. The Seller has not done anything to convey
      any right to any Person that would result in such Person having a right
      to payments due under a Receivable or otherwise to impair the rights of
      the Depositor in any Receivable or the proceeds thereof.

            (xxxvii) Servicing. Each Receivable has been serviced in
      conformity with all applicable laws, rules and regulation and in
      conformity with the Seller's policies and procedures which are
      consistent with customary, prudent industry standards.

            (xxxviii) No Consent. To the best of the Seller's knowledge, no
      notice to or consent from any Obligor is necessary to effect the
      acquisition of the Receivables by the Purchaser or the Issuer or the
      pledge of the Receivables by the Issuer to the Indenture Trustee.

            (xxxix) Other Receivables. To the best of the Seller's knowledge,
      neither the Obligor on any Receivable nor any of its Affiliates is the
      obligor on Receivables with an aggregate principal amount representing
      more than 0.05% of the aggregate Principal Balance of the Receivables as
      of the Cutoff Date.

      (b) Notice of Breach. The representations and warranties set forth in
Sections 3.02 and 3.03(a) shall speak as of the execution and delivery of this
Agreement, but shall survive the sale, transfer and assignment of the
Receivables by the Seller to the Purchaser and any subsequent assignment or
transfer pursuant to the Sale and Servicing Agreement and the Indenture. The
Purchaser, the Seller, the Issuer, the Owner Trustee or the Indenture Trustee,
as the case may be, shall inform the other parties promptly, in writing, upon
discovery of any breach of the Seller's representations and warranties
pursuant to Sections 3.02 and 3.03(a) which materially and adversely affects
the interests of the Noteholders in any Receivable.

      (c) Repurchase of Receivables. In the event of a breach of any
representation or warranty set forth in Section 3.03(a) which materially and
adversely affects the interests of the Purchaser, the Issuer or the
Noteholders in any Receivable that shall not have been cured by the close of
business on the last day of the Collection Period which includes the thirtieth
day after the date on which the Seller becomes aware of, or receives written
notice from the Servicer, the Purchaser, the Issuer or any Noteholder of such
breach, the Seller shall repurchase such Receivable from the Issuer on the
related Deposit Date. This repurchase obligation shall apply to all
representations and warranties contained in Section 3.03(a) except as
otherwise noted whether or not the Seller or the Purchaser has knowledge of
the breach at the time of the breach or at the time the representations and
warranties were made. In consideration of the repurchase of any such
Receivable the Seller shall remit an amount equal to the Purchase Amount in
respect of such Receivable to the Issuer in the manner set forth in the Sale
and Servicing Agreement. In the event that, as of the date of execution and
delivery of this Agreement, any Liens or claims shall have been filed,
including Liens for work, labor or materials relating to a Financed Vehicle,
that


                                      17
<PAGE>


shall be prior to, or equal or coordinate with, the Lien granted by the
related Receivable (whether or not the Seller has knowledge thereof), which
Liens or claims shall not have been satisfied or otherwise released in full as
of the Closing Date, the Seller shall repurchase such Receivable on the terms
and in the manner specified above. Upon any such repurchase, the Purchaser
shall, without further action, be deemed to transfer, assign, set-over and
otherwise convey to the Seller, without recourse, representation or warranty,
all the right, title and interest of the Purchaser in, to and under such
repurchased Receivable, all other related assets described in Section 2.01(a)
and all monies due or to become due with respect thereto and all proceeds
thereof. The Purchaser, the Issuer, the Owner Trustee or the Indenture
Trustee, as applicable, shall execute such documents and instruments of
transfer or assignment and take such other actions as shall reasonably be
requested by the Seller to effect the conveyance of such Receivable pursuant
to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees or
the Noteholders with respect to a breach of the Seller's representations and
warranties pursuant to Section 3.03(a) or with respect to the existence of any
such Liens or claims shall be to require the Seller to repurchase the related
Receivables pursuant to this Section.


                                      18
<PAGE>


                                 ARTICLE FOUR

                                  CONDITIONS

      Section 4.01. Conditions to Obligation of the Purchaser. The obligation
of the Purchaser to purchase the Receivables from the Seller on the Closing
Date is subject to the satisfaction of the following conditions:

            (a) Representations and Warranties True. The representations and
      warranties of the Seller contained herein and in the other Basic
      Documents shall be true and correct on the Closing Date with the same
      effect as if made on the Closing Date, and each of the Seller and the
      Servicer shall have performed all obligations to be performed by it
      hereunder and under the other Basic Documents on or before the Closing
      Date.

            (b) Computer Files Marked. The Seller shall, at its own expense,
      on or before the Closing Date, indicate in its computer files that the
      Receivables have been sold to the Purchaser pursuant to this Agreement
      and deliver to the Purchaser an Officer's Certificate confirming that
      its computer files have been marked pursuant to this subsection, and
      shall deliver to the Purchaser the Receivables Schedule, certified by an
      authorized officer of the Seller to be true, correct and complete.

            (c) Documents to be Delivered. The Purchaser shall have received
      the following, all of which shall be dated as of the Closing Date or
      such other date as specified:

                  (i) the Receivables Schedule;

                  (ii) an Secretary's Certificate of the Seller and the
            Servicer, substantially in the form of Exhibit B;

                  (iii) opinions of counsel for the Seller and the Servicer,
            in the aggregate substantially in the form of Exhibit C, addressed
            to the Purchaser and the Underwriters;

                  (iv) copies of resolutions of the board of directors of the
            Seller approving the execution, delivery and performance of the
            other Basic Documents to which the Seller is a party, and the
            performance of the transactions contemplated hereunder and
            thereunder, certified by the Secretary or an Assistant Secretary
            of the Seller;

                  (v) copies of the articles of association of the Seller,
            together with all amendments, revisions and supplements thereto,
            certified by the Comptroller of the Currency as of a recent date,
            to the effect that the Seller has been duly organized, is duly
            authorized to transact business and is validly existing as a
            banking institution in good standing;

                  (vi) UCC search reports from the appropriate offices in
            North Carolina as to the Seller;


                                      19
<PAGE>


                  (vii) a letter from KPMG LLP as to certain financial and
            statistical information in the Prospectus, which letter shall be
            acceptable in form and substance to the Purchaser;

                  (viii) reliance letters to each opinion of counsel to the
            Seller or the Servicer delivered to Standard & Poor's or Moody's
            in connection with the purchase of the Receivables hereunder or
            the issuance of the Securities or the sale of the Notes;

                  (ix) the Seller shall record and file, at its own expense,
            on or prior to the Closing Date, a financing statement in each
            jurisdiction in which such filing is required by applicable law,
            executed by the Seller, as seller or debtor, and naming the
            Purchaser, as purchaser or secured party, and the Issuer, as
            assignee, naming the Receivables and the related property
            described in Section 2.01(a) as collateral, meeting the
            requirements of the laws of each such jurisdiction and in such
            manner as is necessary to perfect the sale, transfer, assignment
            and conveyance of the Receivables to the Purchaser; and the Seller
            shall deliver a file-stamped copy, or other evidence satisfactory
            to the Purchaser of such filing, to the Purchaser on the Closing
            Date;

                  (x) the Bill of Sale; and

                  (xi) such other documents, certificates and opinions as may
            be requested by the Purchaser or its counsel.

            (d) Execution of Basic Documents. The Basic Documents shall have
      been executed and delivered by the parties thereto.

            (e) Rating of the Notes. (i) Moody's and Standard & Poor's,
      respectively, shall have assigned ratings of (A) "Prime-1" and "A-1+" to
      the Class A-1 Notes, (B) "Aaa" and "AAA" to the Class A-2 Notes, the
      Class A-3 Notes and the Class A-4 Notes and (C) "A1" and "A" to the
      Class B Notes and (ii) Standard & Poor's shall have assigned a rating of
      "BBB" to the Class C Notes.

            (f) Other Transactions. The transactions contemplated by the Basic
      Documents shall be consummated on the Closing Date.

            (g) No Termination of the Underwriting Agreement. The Purchaser
      may terminate this --------------------------------------------
      Agreement at any time at or prior to the Closing Date if (i) the
      Underwriting Agreement has been terminated in accordance with its terms,
      (ii) there has been, since the time of execution of the Underwriting
      Agreement or since respective dates as of which information is given in
      the Prospectus, any material adverse change in the condition, financial
      or otherwise, or in the earnings, business affairs or business prospects
      of the Purchaser or the Seller, whether or not arising in the ordinary
      course of business, (iii) there has occurred any material adverse change
      in the financial markets in the United States, any outbreak of
      hostilities or escalation thereof or other calamity or crisis or any
      change or development involving a prospective change in national or
      international political, financial or economic conditions, in each case
      the effect of which


                                      20
<PAGE>


      is such as to make it, in the judgment of the Representative,
      impracticable or inadvisable to market the Underwritten Notes or to
      enforce contracts for the sale of the Underwritten Notes, (iv) trading
      in any securities of the Purchaser, the Seller or any of their
      respective Affiliates has been suspended or materially limited by the
      Commission or if trading generally on the American Stock Exchange, the
      New York Stock Exchange or in the Nasdaq National Market has been
      suspended or materially limited, or minimum or maximum prices for
      trading have been fixed, or maximum ranges for prices have been
      required, by any of said exchanges or by such system or by order of the
      Commission, the National Association of Securities Dealers, Inc. or any
      other governmental authority, (v) a material disruption has occurred in
      commercial banking or securities settlement or clearing services in the
      United States or (vi) if a banking moratorium has been declared by
      Federal, North Carolina or New York authorities.

      Section 4.02. Conditions to Obligation of the Seller. The obligation of
the Seller to sell the Receivables to the Purchaser on the Closing Date is
subject to the satisfaction of the following conditions:

            (a) Representations and Warranties True. The representations and
      warranties of the Purchaser contained herein and in the other Basic
      Documents shall be true and correct on the Closing Date with the same
      effect as if then made, and the Purchaser shall have performed all
      obligations to be performed by it hereunder and under the other Basic
      Documents on or before the Closing Date.

            (b) Payment of Receivables Purchase Price. In consideration of the
      sale of the Receivables from the Seller to the Purchaser as provided in
      Section 2.01, on the Closing Date the Purchaser shall have paid the
      Seller an amount equal to the Receivables Purchase Price.


                                      21
<PAGE>


                                 ARTICLE FIVE

                            COVENANTS OF THE SELLER

      Section 5.01. Protection of Right, Title and Interest in, to and Under
the Receivables.

      (a) The Seller, at its expense, shall cause this Agreement and all
financing statements and continuation statements and any other necessary
documents covering the Purchaser's right, title and interest in, to and under
the Receivables and other property conveyed by the Seller to the Purchaser
hereunder to be promptly authorized, recorded, registered and filed, and at
all times to be kept recorded, registered and filed, all in such manner and in
such places as may be required by law fully to preserve and protect the right,
title and interest of the Purchaser hereunder to the Receivables and such
other property. The Seller shall deliver to the Purchaser file-stamped copies
of, or filing receipts for, any document recorded, registered or filed as
provided above, as soon as available following such recording, registration or
filing. The Purchaser shall cooperate fully with the Seller in connection with
the obligations set forth above and will execute any and all documents
reasonably required to fulfill the intent of this subsection.

      (b) Within 30 days after the Seller makes any change in its name,
identity or organizational structure which would make any financing statement
or continuation statement filed in accordance with Section 4.01(c) seriously
misleading within the meaning of the UCC as in effect in the applicable state,
the Seller shall give the Purchaser notice of any such change and within 30
days after such change shall authorize, execute and file such financing
statements or amendments as may be necessary to continue the perfection of the
Purchaser's security interest in the Receivables and the proceeds thereof.

      (c) The Seller shall give the Purchaser written notice within 60 days of
any relocation of any office from which the Seller keeps records concerning
the Receivables or of its principal executive office or its jurisdiction of
organization and whether, as a result of such relocation, the applicable
provisions of the UCC would require the filing of any amendment of any
previously filed financing or continuation statement or of any new financing
statement and within 60 days after such relocation shall authorize, execute
and file such financing statements or amendments as may be necessary to
continue the perfection of the interest of the Purchaser in the Receivables
and the proceeds thereof. The Seller shall at all times maintain its
jurisdiction of organization, its principal place of business, its chief
executive office and the location of the office where the Receivables Files
and any accounts and records relating to the Receivables are kept within the
United States.

      (d) The Seller shall maintain accounts and records as to each Receivable
accurately and in sufficient detail to permit (i) the reader thereof to know
at any time the status of such Receivable, including payments and recoveries
made and payments owing (and the nature of each) and (ii) reconciliation
between payments or recoveries on (or with respect to) each Receivable.

      (e) The Seller shall maintain its computer systems so that, from and
after the time of the transfer of the Receivables to the Purchaser pursuant to
this Agreement, the Seller's master computer records (including any back-up
archives) that refer to a Receivable shall indicate


                                      22
<PAGE>


clearly and unambiguously that such Receivable is owned by the Purchaser (or,
upon transfer of the Receivables to the Issuer, by the Issuer). Indication of
the Purchaser's ownership of a Receivable shall be deleted from or modified on
the Seller's computer systems when, and only when, such Receivable shall have
been paid in full or repurchased by the Seller.

      (f) If at any time the Seller shall propose to sell, grant a security
interest in or otherwise transfer any interest in any motor vehicle retail
installment sale contract to any prospective purchaser, lender or other
transferee, the Seller shall give to such prospective purchaser, lender or
other transferee computer tapes, compact disks, records or print-outs
(including any restored from back-up archives) that, if they shall refer in
any manner whatsoever to any Receivable, shall indicate clearly and
unambiguously that such Receivable has been sold and is owned by the Purchaser
(or, upon transfer of the Receivables to the Issuer, the Issuer), unless such
Receivable has been paid in full or repurchased by the Seller.

      (g) The Seller shall permit the Purchaser and its agents at any time
during normal business hours to inspect, audit and make copies of and
abstracts from the Seller's records regarding any Receivable, upon reasonable
prior notice.

      (h) If the Seller has repurchased one or more Receivables from the
Purchaser or the Issuer pursuant to Section 3.03(c), the Seller shall, upon
request, furnish to the Purchaser, within ten Business Days, a list of all
Receivables (by receivable number and name of Obligor) then owned by the
Purchaser or the Issuer, together with a reconciliation of such list to the
Receivables Schedule.

      Section 5.02. Security Interests. Except for the conveyances hereunder,
the Seller covenants that it will not sell, pledge, assign or transfer to any
other Person, or grant, create, incur, assume or suffer to exist any Lien on
any Receivable, whether now existing or hereafter created, or any interest
therein; the Seller will immediately notify the Purchaser of the existence of
any Lien on any Receivable and, in the event that the interests of the
Noteholders in such Receivable are materially and adversely affected, such
Receivable shall be repurchased from the Purchaser by the Seller in the manner
and with the effect specified in Section 3.03(c), and the Seller shall defend
the right, title and interest of the Purchaser and its assigns in, to and
under the Receivables, whether now existing or hereafter created, against all
claims of third parties claiming through or under the Seller; provided,
however, that nothing in this subsection shall prevent or be deemed to
prohibit the Seller from suffering to exist upon a Receivable any Lien for
municipal or other local taxes if such taxes shall not at the time be due and
payable or if the Seller shall currently be contesting the validity of such
taxes in good faith by appropriate proceedings and shall have set aside on its
books adequate reserves with respect thereto.

      Section 5.03. Delivery of Payments. The Seller covenants and agrees to
deliver in kind upon receipt to the Servicer under the Sale and Servicing
Agreement all payments received by or on behalf of the Seller in respect of
the Receivables as soon as practicable after receipt thereof by the Seller.

      Section 5.04. No Impairment. The Seller covenants that it shall take no
action, nor omit to take any action, which would impair the rights of the
Purchaser, the Issuer or the Noteholders


                                      23
<PAGE>


in any Receivable, nor shall it, except as otherwise provided in this
Agreement or the Sale and Servicing Agreement, reschedule, revise or defer
payments due on any Receivable.

      Section 5.05. Costs and Expenses. The Seller shall pay all reasonable
costs and expenses incurred in connection with the perfection of the
Purchaser's right, title and interest in, to and under the Receivables.

      Section 5.06. Hold Harmless. The Seller shall protect, defend, indemnify
and hold the Purchaser and the Issuer and their respective assigns and their
attorneys, accountants, employees, officers and directors harmless from and
against all losses, costs, liabilities, claims, damages and expenses of every
kind and character, as incurred, resulting from or relating to or arising out
of (i) the inaccuracy, nonfulfillment or breach of any representation,
warranty, covenant or agreement made by the Seller in this Agreement, (ii) any
legal action, including any counterclaim, that has either been settled by the
litigants (which settlement, if the Seller is not a party thereto shall be
with the consent of the Seller) or has proceeded to judgment by a court of
competent jurisdiction, in either case to the extent it is based upon alleged
facts that, if true, would constitute a breach of any representation,
warranty, covenant or agreement made by the Seller in this Agreement, (iii)
any actions or omissions of the Seller or any employee or agent of the Seller
occurring prior to the Closing Date with respect to any Receivable or Financed
Vehicle or (iv) any failure of a Receivable to be originated in compliance
with all requirements of law. These indemnity obligations shall be in addition
to any obligation that the Seller may otherwise have.


                                      24
<PAGE>


                                  ARTICLE SIX

                                INDEMNIFICATION

      Section 6.01. Indemnification.

      (a) The Seller agrees to indemnify and hold harmless the Purchaser, each
Underwriter and each person, if any, who controls the Purchaser or any
Underwriter within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act as follows:

            (i) against any and all loss, liability, claim, damage and expense
      whatsoever, as incurred, arising out of any untrue statement or alleged
      untrue statement of a material fact contained in the Seller Information
      or any similar information contained in each Collateral Term Sheet (if
      any), each Structural Term Sheet (if any), all Computational Materials
      (if any), any preliminary prospectus or the Prospectus (or any amendment
      or supplement thereto), or the omission or alleged omission therefrom of
      a material fact necessary in order to make the statements therein, in
      the light of the circumstances under which they were made, not
      misleading;

            (ii) against any and all loss, liability, claim, damage and
      expense whatsoever, as incurred, to the extent of the aggregate amount
      paid in settlement of any litigation, or any investigation or proceeding
      by any governmental agency or body, commenced or threatened, or of any
      claim whatsoever, based upon any such untrue statement or omission, or
      any such alleged untrue statement or omission; provided that (subject to
      Section 6.01(c)) any such settlement is effected with the written
      consent of the Seller; and

            (iii) against any and all expense whatsoever, as incurred
      (including the fees and disbursements of counsel chosen by the Purchaser
      or the Underwriters), reasonably incurred in investigating, preparing or
      defending against any litigation, or any investigation or proceeding by
      any governmental agency or body, commenced or threatened, or any claim
      whatsoever, based upon any such untrue statement or omission, or any
      such alleged untrue statement or omission, to the extent that any such
      expense is not paid under clause (i) or (ii) above.

      (b) Each indemnified party shall give notice as promptly as reasonably
practicable to each indemnifying party of any action commenced against it in
respect of which indemnity may be sought hereunder, but failure to so notify
an indemnifying party shall not relieve such indemnifying party from any
liability hereunder to the extent it is not materially prejudiced as a result
thereof and in any event shall not relieve it from any liability which it may
have otherwise than on account of this indemnity agreement. Counsel to the
indemnified parties shall be selected by the Purchaser or the Representative,
subject to the consent of the indemnifying party (which consent shall not be
unreasonably withheld). An indemnifying party may participate at its own
expense in the defense of any such action; provided, however, that counsel to
the indemnifying party shall not (except with the consent of the indemnified
party) also be counsel to the indemnified party. In no event shall the
indemnifying parties be liable for fees and expenses of more than one counsel
(in addition to any local counsel) separate from their own counsel for all
indemnified parties in connection with any one action or separate but similar
or


                                      25
<PAGE>


related actions in the same jurisdiction arising out of the same general
allegations or circumstances. No indemnifying party shall, without the prior
written consent of the indemnified parties, settle or compromise or consent to
the entry of any judgment with respect to any litigation, or any investigation
or proceeding by any governmental agency or body, commenced or threatened, or
any claim whatsoever in respect of which indemnification or contribution could
be sought under this Section (whether or not the indemnified parties are
actual or potential parties thereto), unless such settlement, compromise or
consent (i) includes an unconditional release of each indemnified party from
all liability arising out of such litigation, investigation, proceeding or
claim and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act by or on behalf of any indemnified party.

      (c) If at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel, such indemnifying party agrees that it shall be liable for any
settlement of the nature contemplated by Section 6.01(a)(ii) effected without
its written consent if (i) such settlement is entered into more than 45 days
after receipt by such indemnifying party of the aforesaid request, (ii) such
indemnifying party shall have received notice of the terms of such settlement
at least 30 days prior to such settlement being entered into and (iii) such
indemnifying party shall not have reimbursed such indemnified party in
accordance with such request prior to the date of such settlement.

      (d) If recovery is not available under the provisions of this Section
for any reason other than as specified herein, or is insufficient to hold
harmless any indemnified party in respect of any losses, liabilities, claims,
damages and expenses herein, the indemnified parties shall be entitled to
contribution in respect of any losses, liabilities, claims, damages and
expenses herein, except to the extent that contribution is not permitted under
Section 11(f) of the Securities Act. In determining the amount of contribution
to which the indemnified parties are entitled, there shall be considered the
relative benefits received by each party, the parties' relative fault, which
incorporates, among other things, their respective knowledge, access to
information concerning the matter with respect to which the claim was asserted
and opportunity to correct and prevent any statement or omission, and any
other equitable considerations appropriate under the circumstances. The
parties hereto agree that it would not be equitable if the amount of such
contribution were determined by pro rata or per capita allocation or by any
other method of allocation which does not take account of the equitable
considerations referred to above in this Section. The aggregate amount of
losses, liabilities, claims, damages and expenses incurred by an indemnified
party and referred to above in this Section shall be deemed to include any
legal or other expenses reasonably incurred by such indemnified party in
investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever, based upon any such untrue or alleged
untrue statement or omission or alleged omission.

      Notwithstanding the other provisions of this Section, the relative
benefits received by the Underwriters shall be deemed to be in the same
proportion as the total underwriting discounts and commissions received by the
Underwriters, bear to the aggregate initial public offering price of the
Underwritten Notes.


                                      26
<PAGE>


      No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.


                                      27
<PAGE>


                                 ARTICLE SEVEN

                           MISCELLANEOUS PROVISIONS

      Section 7.01. Amendment.

      (a) This Agreement may be amended from time to time by a written
amendment duly executed and delivered by the Purchaser and the Seller, without
the consent of any Noteholder, to cure any ambiguity, to correct or supplement
any provision herein which may be inconsistent with any other provision herein
or to add any other provision with respect to matters or questions arising
under this Agreement which shall not be inconsistent with the provisions of
this Agreement or the Sale and Servicing Agreement; provided, however, that
any such amendment shall not, as evidenced by an Opinion of Counsel to the
Seller delivered to the Indenture Trustee, adversely affect in any material
respect the interests of any Noteholder.

      (b) This Agreement may also be amended from time to time for any other
purpose by a written amendment duly executed and delivered by the Seller and
by the Purchaser; provided, however, that any such amendment that materially
adversely affects the interests of the Noteholders under the Indenture, the
Sale and Servicing Agreement or the Trust Agreement must be consented to by
the Holders of Notes evidencing not less than 51% of the Note Balance of the
Controlling Class. Promptly after the execution of any such amendment, the
Seller shall furnish written notification of the substance of such amendment
to the Owner Trustee, the Indenture Trustee and the Rating Agencies.

      Section 7.02. Termination. The respective obligations and
responsibilities of the Seller and the Purchaser created hereby shall
terminate, except for the indemnity obligations of the Seller as provided
herein, upon the termination of the Issuer as provided in the Trust Agreement.

      Section 7.03. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

      Section 7.04. Notices. All demands, notices and communications hereunder
shall be in writing and shall be deemed to have been duly given if personally
delivered at or sent by telecopier, overnight courier or mailed by registered
mail, return receipt requested, in the case of the (i) Purchaser, to Pooled
Auto Securities Shelf LLC, One Wachovia Center, 301 South College Street,
Suite E, Charlotte, North Carolina 28288-5578, Attention: General Counsel and
(ii) Seller, to Wachovia Bank, National Association, One Wachovia Center, 301
South College Street, Charlotte, NC0600, North Carolina 28288-0600, Attention:
Treasury Department; or, as to either of such Persons, at such other address
as shall be designated by such Person in a written notice to the other
Persons.

      Section 7.05. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall for any
reason whatsoever be held invalid,


                                      28
<PAGE>


then such covenants, agreements, provisions or terms shall be deemed severable
from the remaining covenants, agreements, provisions and terms of this
Agreement and shall in no way affect the validity or enforceability of the
other covenants, agreements, provisions and terms of this Agreement.

      Section 7.06. Further Assurances. The Seller and the Purchaser agree to
do and perform, from time to time, any and all acts and to execute any and all
further instruments required or reasonably requested by the other party hereto
or by the Issuer or the Indenture Trustee more fully to effect the purposes of
this Agreement, including the execution of any financing statements,
amendments, continuation statements or releases relating to the Receivables
for filing under the provisions of the UCC or other law of any applicable
jurisdiction.

      Section 7.07. No Waiver; Cumulative Remedies. No failure to exercise and
no delay in exercising, on the part of the Purchaser, the Issuer, the
Indenture Trustee, the Noteholders or the Seller, any right, remedy, power or
privilege hereunder shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, remedy, power or privilege hereunder preclude
any other or further exercise thereof or the exercise of any other right,
remedy, power or privilege. The rights, remedies, powers and privileges herein
provided are cumulative and not exhaustive of any rights, remedies, powers and
privileges provided by law.

      Section 7.08. Counterparts. This Agreement may be executed in two or
more counterparts (and by different parties on separate counterparts), each of
which shall be an original, but all of which together shall constitute one and
the same instrument.

      Section 7.09. Third-Party Beneficiaries. This Agreement will inure to
the benefit of and be binding upon the parties hereto, the Issuer, the
Indenture Trustee, the Owner Trustee, the Noteholders and the Underwriters.
Except as otherwise provided in this Agreement, no other Person will have any
right or obligation hereunder.

      Section 7.10. Headings. The Article and Section headings and the Table
of Contents herein are for purposes of reference only and shall not otherwise
affect the meaning or interpretation of any provision hereof.

      Section 7.11. Representations, Warranties and Agreements to Survive. The
respective agreements, representations, warranties and other statements by the
Seller and by the Purchaser set forth in or made pursuant to this Agreement
shall remain in full force and effect and will survive the closing hereunder
of the transfers and assignments by the Seller to the Purchaser and by the
Purchaser to the Issuer and shall inure to the benefit of the Purchaser, the
Trustees and the Noteholders.

      Section 7.12. No Proceedings. So long as this Agreement is in effect,
and for one year plus one day following its termination, the Seller agrees
that it will not file any involuntary petition or otherwise institute any
bankruptcy, reorganization arrangement, insolvency or liquidation proceeding
or other proceedings under any federal or State bankruptcy law or similar law
against the Purchaser or the Issuer.


                                      29
<PAGE>




<PAGE>


      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers, thereunto duly authorized, as of
the day and year first above written.

                                    WACHOVIA BANK, NATIONAL ASSOCIATION,
                                    as Seller



                                    By:   /s/ Scott D. Weaver
                                        ---------------------------------------
                                        Name:  Scott D. Weaver
                                        Title:  Vice President

                                    POOLED AUTO SECURITIES SHELF LLC,
                                    as Purchaser



                                    By:   /s/ David T. Mason
                                        ---------------------------------------
                                        Name:  David T. Mason
                                        Title:  Vice President


                                                 Receivables Purchase Agreement


<PAGE>


                                                                     SCHEDULE A

                             RECEIVABLES SCHEDULE

                   [Original on file at Servicer's office.]




                                     SA-1
<PAGE>


                                                                     SCHEDULE B

                         LOCATION OF RECEIVABLE FILES

Wachovia Bank, National Association
1628 Browning Road, SC8846
Columbia, South Carolina  29226-0002

Wachovia Bank, National Association
Dealer Service Center
1451 Thomas Langston Road
Winterville, North Carolina  28590




                                     SB-1
<PAGE>


                                                                      EXHIBIT A


                          BILL OF SALE AND ASSIGNMENT

      For value received, in accordance with the receivables purchase
agreement, dated as of June 1, 2004 (the "Receivables Purchase Agreement"),
between the undersigned and Pooled Auto Securities Shelf LLC (the
"Purchaser"), the undersigned does hereby sell, transfer, assign, set over and
otherwise convey unto the Purchaser, without recourse, all right, title and
interest of the undersigned in, to and under, whether now owned or existing or
hereafter acquired or arising (i) the Receivables listed on Schedule A hereto
(the "Receivables"); (ii) all amounts due and received on or in respect of the
Receivables (including proceeds of the repurchase of Receivables by the Seller
pursuant to the Receivables Purchase Agreement) after the Cutoff Date; (iii)
the security interests in the Financed Vehicles granted by the Obligors
pursuant to the Receivables; (iv) all proceeds from claims on or refunds of
premiums of any physical damage or theft insurance policies and extended
warranties covering the Financed Vehicles and any proceeds or refunds of
premiums of any credit life or credit disability insurance policies relating
to the Receivables, the Financed Vehicles or the Obligors; (v) the Receivable
Files; (vi) any proceeds of Dealer Recourse; (vii) the right to realize upon
any property (including the right to receive future Liquidation Proceeds and
Recoveries) that shall have secured a Receivable and have been repossessed by
or on behalf of the Issuer; and (viii) all present and future claims, demands,
causes of action and choses in action in respect of any or all of the
foregoing and all payments on or under and all proceeds of every kind and
nature whatsoever in respect of any or all of the foregoing, including all
proceeds of the conversion thereof, voluntary or involuntary, into cash or
other liquid property, all cash proceeds, accounts, accounts receivable,
notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance
proceeds, condemnation awards, rights to payment of any and every kind and
other forms of obligations and receivables, instruments and other property
which at any time constitute all or part of or are included in the proceeds of
any of the foregoing.

      This Bill of Sale and Assignment is made pursuant to and upon the
representations, warranties and agreements on the part of the undersigned
contained in the Receivables Purchase Agreement and is to be governed by the
Receivables Purchase Agreement.

      Capitalized terms used and not otherwise defined herein shall have the
meaning assigned to them in the Receivables Purchase Agreement.

      IN WITNESS WHEREOF, the undersigned has caused this Bill of Sale and
Assignment to be duly executed as of June 1, 2004.

                                   WACHOVIA BANK, NATIONAL ASSOCIATION



                                   By:
                                      ----------------------------------------
                                      Name:
                                      Title:


                                      A-1
<PAGE>


                                                                      EXHIBIT B


                   SECRETARY'S CERTIFICATE OF WACHOVIA BANK





                                      B-1
<PAGE>


                                                                      EXHIBIT C


                     OPINION OF COUNSEL FOR WACHOVIA BANK





                                      C-1